AI assistant
Sable Resources — Management Reports 2020
Sep 1, 2020
44331_rns_2020-08-31_bf1ac156-4d99-4eb3-954e-5c496a59b9e6.pdf
Management Reports
Open in viewerOpens in your device viewer
==> picture [126 x 149] intentionally omitted <==
SABLE RESOURCES LTD.
Management’s Discussion and Analysis For the three and six month period ended June 30, 2020
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Management Discussion and Analysis as of August 31, 2020
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to explain management’s point of view regarding the performance of Sable Resources Ltd. (the “Company” or “Sable”). This MD&A also provides information to improve the readers’ understanding of the consolidated financial statements and related notes as well as important trends and risks affecting the Company’s financial performance and should therefore be read in conjunction with the interim condensed consolidated financial statements of the Company for the period ended June 30, 2020 (“Financial Statements”). This MD&A contains forwardlooking information and statements which are based on the conclusions of management. The forwardlooking information and statements are only made as of the date of this MD&A.
All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.
The Company’s certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that these filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by these filings, and these financial statements together with the other financial information included in these filings. The Board of Directors’ approves the Financial Statements and MD&A and ensures that management has discharged its financial responsibilities. The Board’s review is accomplished principally through the Audit Committee, which meets to review all financial reports, prior to filing.
Forward Looking Information
This MD&A contains certain statements that may be deemed “forward-looking statements,” as defined by Canadian securities laws. Forward-looking statements relate to management’s expectations or beliefs about future performance, events, or circumstances that include, but are not limited to, future production, costs of production, prices of gold, reserve or resource potential, exploration and operational activities, and events or developments that the Company expects or targets. Forward-looking statements can usually be identified by words such as: “future”, “plans”, “scheduled”, “expects”, “intends”, “estimates”, “forecasts”, “will”, “may”, “could”, “would”, and variations thereof. Although the Company believes that these statements are based on reasonable assumptions, all forward looking statements involve known and unknown risks and uncertainties that may cause the actual performance, events, or circumstances of the Company to be materially different than anticipated. The Company and its operations are also subject to a large number of risks, including: The Company’s liquidity and financing capability, fluctuations in gold prices, market conditions, results of current exploration activities, the possibility of a labour stoppage or shortage, delays in obtaining government permits and approvals and such other risks as discussed herein and in other publicly filed disclosure documents. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause performance, events, or circumstances to differ materially from those described in forward-looking statements. There can be no assurance that forwardlooking statements will prove to be accurate. Accordingly, readers should not to place undue reliance on forward-looking statements contained in this MD&A. Forward-statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
Qualified Person
The scientific and technical information contained in the Management Discussion and Analysis has been reviewed and approved by Luis Arteaga, Sable’s Vice President, Exploration, who is a “Qualified Person” (“QP”) as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Page 1
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Description of Business
The Company is a Canadian listed public company with its shares traded on the TSX Venture Exchange (“TSXV”) under the symbol “SAE” and on the OTC Venture Market (OTCQB) under the symbol “SBLRF”. The Company is engaged in the acquisition, exploration, and development of mineral resource properties through its phase exploration methodology in the countries of Mexico, Argentina, and Peru. The Company currently has interests in the following projects/targets as of the date of this MD&A:
Mexico
-
Margarita Silver Project;
-
The Manzana-fractions mineral titles (including the Vinata Project); and
-
Mexico Regional Project including Manzanas, Corregidora (and El Escarpe targets), Sain Alto, and Caolin Mineral Applications.
Argentina
-
Don Julio Project (multiple targets including San Gabriel, Lodo, Colorado, Heaven Hill, Fermin, and La Gringa targets); and
-
El Fierro Project; and
-
San Juan Regional Program.
Peru
- Scorpius Project
Recent Developments
In the first half of 2020, Sable advanced exploration activities in each of the countries it operates with highlights of activities outlined below. The Company also continued its evaluation of other prospective projects in Latin America that would complement the Company’s existing asset base.
On August 13[th] , the Company entered into an agreement with Sprott Capital Partners LP as lead agent for a “best efforts” private placement financing of up to 33,333,334 units of the Company (“Units”) at a price of $0.15 per Unit for aggregate gross proceeds of up to $5 million, which amount was increased to $9 million, with an 11% over-allotment (up to $10 million). Each Unit will consist of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), with each Warrant entitling the holder to purchase one common share at an exercise price of $0.20 for a period of 36 months from the date of closing. The Company has agreed to pay a cash commission of 6% of the gross proceeds from the private placement and to issue non-transferable warrants (“Compensation Warrants”) exercisable into Units at a price of $0.15 for a period of 24 months from the date of closing. The private placement is expected to close on September 10, 2020 and proceeds from the sale of Units will be used by the Company for exploration and general corporate and working capital purposes.
Mexico
In the first quarter 2020, the Company completed 1,018m of drilling at Vinata North distributed in six holes as a continuation of the drilling campaign initiated in early November 2019. Drilling activities were suspended in early March due to COVID-19. The follow up of targets generated from stream sediment, geophysics, and ASTER in our Mexico land package has recently been reinitiated with our team conducting basic prospecting, mapping and sampling.
Argentina
At Don Julio, the field program continued until March 2020 including detailed mapping and sampling of the Fermin Skarn, San Gabriel, and Colorado targets within the Don Julio Cluster and with first pass trenching and rock and soil sampling at the Los Pumas target outside the main Don Julio Cluster. Following the entering of the option agreements for the El Fierro project in May 2020, the Company undertook a preliminary confirmation sampling and mapping program at the Fierro Bajo and Fierro Alto targets that
Page 2
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
identified four discrete outcropping structures over a 2 km by 500m footprint and confirmed a strong mineralized system is present and demonstrated the existence of very high-grade silver ore shoots, including high gold values, never assayed historically at El Fierro. The Company also continued its evaluation of new projects in the San Juan region.
Peru
In the first six months of 2020, negotiations continued with the community of Huancasancos in order to get drilling permits for the Scorpius Project. In March all activities were suspended due to the COVID-19 pandemic. Subsequent to quarter end, Sable terminated its option with Teck Resources on the Kirio Project with the US$150,000 amount owing under the work commitment being waived by Teck.
Outlook
Sable’s exploration plan for the remainder of 2020 is to continue with a systematic exploration approach with a main focus on drill-ready projects, complemented by advancing additional targets to drill-ready stage and in target generation work within the Company’s large land packages in Mexico and the San Juan province of Argentina. In Mexico, the Company plans to continue drilling at Vinata North and Vinata South in 2020, early 2021. In San Juan, Argentina, detailed geological work, permitting, geophysics and road access work will be done at the Don Julio Cluster project and at the El Fierro project to advance drilling in early 2021. In Peru, the drill permit for the Scorpius project is expected to be granted by the third or fourth quarter of 2020 with first pass drilling to commence late Spring post the rainy season.
Sable continues to evaluate properties for acquisition or staking to expand its prospective land package.
Exploration Properties
Mexico
==> picture [343 x 312] intentionally omitted <==
Page 3
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Margarita Silver Project
The Margarita Silver Project, located in Chihuahua state Mexico, consists of two mining exploration licenses totaling 125 hectares of ground. The project was never drilled before Sable’s 2018 drilling campaign which tested historical surface samples that have yielded significant silver mineralization. The project lies on strike with Sunshine Silver Corp.’s Los Gatos Project which hosts a 9.2 million tonnes measured and indicated resource containing 178 million ounces silver-equivalent (Sunshine Silver Mining and Refining website published NI 43-101 report titled “Feasibility Study of the Cerro Los Gatos SilverLead-Zinc Deposit Los Gatos Project” January 2017). During 2018, Sable completed an initial round of drilling consisting of 12 holes and in 2019 an additional 23 drill holes were completed for a total of 5,097 m.
Hosted in Eocene-Oligocene Volcanics, the Margarita property is defined by 6 veins of which the Margarita Vein is the dominant structure with an approximate strike length of 1.7 kilometers. In the second quarter of 2018, Sable completed 2,420m of drilling in 12 drill holes testing 750m of strike of the Margarita structure and based on the encouraging results obtained in the first phase drill program, Sable decided to execute a second drilling campaign near the end of the first quarter of 2019 carrying on into the second quarter which comprised of 2,677m distributed amongst 23 holes testing the 1.7 km strike length of the Margarita vein system.
Based on encouraging drill results and the potential size of the Margarita Silver Project, the Company is currently assessing whether it should undertake additional drilling to complete a Preliminary Economic Assessment (PEA).
==> picture [343 x 257] intentionally omitted <==
Mineralized Structures and Distribution of 2018-2019 Drill Holes at Margarita Project
Vinata Project
The Vinata Project is located in the Municipality of Chihuahua, State of Chihuahua, Mexico, 50 km south of the city of Chihuahua. The project is located along possible extensions of known important mineral belts of northern Mexico including base metal CRD deposits as Santa Eulalia (50 km northeast of Vinata) and Naica (75 km southeast of Vinata), and the polymetallic vein system of the new discovery of Sunshine Silver Corp.'s Los Gatos Project, located 75 km southwest of the Vinata Project.
Page 4
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
The Vinata Project is located on the western edge of a range of hills called the Sierra Pastorias with low relief at an altitude between 1,600m and 1,700m above mean sea level, and just east of a broad flat valley. Two mineralized areas have been identified in the project, Vinata North and Vinata South, which are separated by an area of approximately 3,500m covered by shallow quaternary gravels. No historical mine workings exist at Vinata North and only a few small historical manganese occurrences exist at Vinata South, where waste dumps are very small, and there is no knowledge or evidence of past processing plants or tailings.
The Vinata Project was initially identified through a stream sediment follow up program. At Vinata Norte the system consists of a series of NNE oriented quartz veins that outcrop along a strike length of 1,150m cutting rhyolite tuffs and a volcanic dome that cuts and overlies Cretaceous limestone. Quartz vein float extends additional 450m to the southeast and for more than 1000m toward the NW. The system consists of multiple sub-parallel veins and stockwork zones with epithermal textures over widths ranging from 15m to 170m. Individual veins vary in width from <1m up to about 12m with anomalous Au, Sb, As, and Hg values in rock samples. At Vinata South, outcropping sub horizontal volcanic rocks are cut by NW - high angle faults and hydrothermal breccias containing abundant Mn and Fe oxides. Historical artisanal mine workings followed the Mn-Fe oxides zones along breccias and faults; besides high Mn-Fe values, rock samples are strongly anomalous in Sb, As, Ba, Mo, and Zn.
Drill permits were granted in July 2019 and after completing 170 km of ground magnetics and 8.9 km of CSAMT in September 2019, the Company started the first phase of drilling in October 2019. By year end 2019, Sable had completed 1,779m of drilling in six drill holes at Vinata North and received results from 530 samples. Although surface sampling at Vinata Norte only reported a couple of values over 100 ppb Au associated to As, Sb, and Hg anomalies, the available 2019 drilling data shows a pervasive argillic alteration with long intersects of low-grade gold values, but with most of gold results consistently anomalous. From the 254 samples taken on altered felsic volcanic rocks, 187 samples present values varying between 20 ppb and 1.1 g/t Au with an average value of 130 ppb Au with associated significant As, Sb anomalies and some erratic Hg, Mo, Mn, and Ba anomalies.
==> picture [343 x 225] intentionally omitted <==
Preliminary Interpretation of geology at Vinata North
In late January 2020, the Company resumed drilling at Vinata North. Drilling encountered strong technical difficulties associated with the instability of quaternary gravels and the fault zone that might contain the mineralization feeder. Five drill holes totaling 1,018m were completed between January and early March before the operation was suspended due to the COVID-19 pandemic and remains suspended as of the date of this MD&A. Although none the five drill holes reached the geological target due to operational
Page 5
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
challenges with ground conditions, the drilling discovered the presence of large halos of argillic alteration with anomalous gold values strongly suggesting that Vinata is a robust epithermal system that deserves further drilling. Additional drilling will be undertaken to define the limits, geometry, and gold distribution within the argillic alteration and to test the existence of a higher-grade potential feeder with more classic epithermal boiling textures and dominated by illite, sericite, and adularia alteration. In addition, it is planned that a portion of the drilling will test compelling MAG and CSAMT geophysical anomalies located below quaternary gravels. The Company is currently analyzing technical solutions to improve drilling performance, including the use of reverse circulation drilling and using a different drilling company. The Company has not resumed activities at the Vinata Project due to the ongoing COVID-19 pandemic in Mexico and the possible impact on surrounding communities.
El Escarpe Target
The style of mineralization at El Escarpe is a high-level, volcanic-hosted, low to intermediate sulphidation epithermal system. The erosion level is interpreted to be at and just below the paleo-water table, indicating that the complete system is preserved. The depth of any such ore shoots at El Escarpe is unknown, but it could be as shallow as 100m to 200m beneath the surface. Permitting is currently in process with drilling planned to test potential “bonanza” zones to depth in 2021.
Mexico Regional
Phase 2 work to follow-up on in-house stream sediment anomalies on the 39,414 hectare mineral claim recently titled from the Manzana application will be completed during the second half of 2020. The Company expects to receive titles for its vast mineral applications in Queretaro (Corregidora, Caolin); Zacatecas (Sain Alto) and Chihuahua (Manzana I) in 2021 with the goal of conducting aggressive field work post receipt of title documentation. The Company has identified 58 potential targets based on stream sediment geochemistry, ASTER and mineral occurrences located within the Manzana titles and applications in Chihuahua and has initiated a field review prioritizing drill targets which review is expected to be completed by year end.
Argentina
The Company’s exploration activities in Argentina are entirely based in the province of San Juan and none of the active projects is covered by glaciers. San Juan is one of the 23 provinces of Argentina, where provinces are fully autonomous, in that they enact their own constitutions, freely organize their local governments, and own and manage their natural and financial resources.
In San Juan, mining is a State Policy which represents more than 27% the provincial GDP and it is the largest gold producer in Argentina (~800,000 oz Au/yr). San Juan Province ranks first in terms of attraction for mining investment in Argentina, and second in Latin America (Fraser Institute, 2019).
==> picture [285 x 216] intentionally omitted <==
Page 6
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Mining has been an important economic activity in the San Juan Province since the 1800’s but has recently flourished with the changes in the constitution during the early 2000’s that promoted the initiation of modern exploration and mining. The Province is home to large mining companies such as Barrick Gold Corp which operates the large Veladero mine since 2005 and has the ownership of two large advanced gold projects named El Carmen and Pascua; Yamana Gold which operated the Gualcamayo Au-Ag mine since opened in 2007 until 2018 when the mine was acquired by Mineros de Antioquia; and Austral Gold operating the Casposo gold mine from 2011 until 2018. San Juan also has important copper resources in advanced projects including Filo del Sol (Lundin Mining), Los Azules (McEwen Mining), Altar (Aldebaran Resources), and El Pachon (Glencore).
Don Julio Project
Pursuant to an agreement entered into in 2017, the Company holds the rights to acquire 100% ownership of 58,629 hectares of highly prospective ground in Upper Miocene volcanic rocks in the Frontal Cordillera of Argentina at its Don Julio Project. Located in the pro-mining province of San Juan, the mineral claims are 62 km south of Barrick's Alturas gold deposit and are interpreted by Sable to represent the southern extension of the prolific >50Moz Au El Indio Gold Belt. To date, Sable has identified 19 epithermal targets and is actively engaged in aggressive field exploration to advance the targets to drilling.
==> picture [343 x 335] intentionally omitted <==
Location of Sable’s Don Julio Project in San Juan Argentina
The local geology is represented by a Carboniferous lower siliciclastic package covered by Permian andesitic and felsic volcanic rocks, with an intercalated limestone unit, all intruded by a large Triassic granitic pluton and multiple other intrusions. The Paleozoic basement was deformed and uplifted previous to the emplacement of the Miocene volcanic and intrusive rocks of the Olivares volcanic center. Around 50% of the area is covered by Miocene fragmental tuffs and lava flows of dominantly andesitic composition,
Page 7
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
with subordinated rhyolitic layers and intruded by some domes and quartz-dioritic stocks. Reported ages for the Miocene volcanic and intrusive rocks vary between 9 and 6 Ma.
At the Don Julio Cluster area, the identified targets have large footprints, however none of the targets have the core or potential ore zones of the mineral systems outcropping. All the identified target zones are permissive to be part of multi-million ounces Au deposits, with Ag and base metals contents, concealed underneath their own low-grade upper hydrothermal levels. Exploration and discovery examples of concealed known large porphyry-epithermal deposits that can be used as exploration models for the Don Julio Cluster include the Au-Cu porphyry, strata bound and vein hosted mineralization of the Far South East – Lepanto - Victoria deposits in the Luzon mineral district in Philippines, blind vein systems like Juanicipio in Fresnillo, Mexico, or the Caspiche Au-Cu porphyry deposit located in the Maricunga region of Chile.
Initial fieldwork undertaken by Sable was concentrated at the Don Julio Cluster where 9 of the 19 Aster anomalies controlled by Sable. The fieldwork located and identified two drill targets, Heaven Hill and Esperanza, where an initial drill campaign of 3,101m was completed in the fourth quarter 2018. The drill campaign to test the two targets intercepted multiple gold anomalous values and the observed advanced argillic mineralization, however the expected target represented by stratabound vuggy silica zone was not present. Sable’s technical team believes the target is represented by a deeper porphyry zone that deserves further exploration.
During the late 2018 and 2019 summer field seasons, the Company advanced further exploration work over the Don Julio Cluster of anomalies, completing 1:2,500 scale detailed mapping over 7 of the 9 known mineral anomalies. The mapping work was complemented with 1,862 rock samples and 283 talus samples. The extensive mapping and sampling carried out by Sable’s team identified two large epithermal alterations and mineralization at the San Gabriel and Cerro Colorado targets and one skarn system, the Fermin Skarn, on the margins of the porphyry centers.
In October 2019, the Company commenced a detailed mapping and sampling program on the Fermin Skarn target and completion of target definition work at San Gabriel and Cerro Colorado precious metals epithermal vein systems outside the main known cluster of anomalies where the Lodo Norte and Lodo Sur targets were discovered.
Drill permits were granted in the fourth quarter of 2019, and the Company expects to commence drilling once the geophysical surveys are completed and the final ranking of targets is done. The surveys will be initiated in Q4 2020, when weather conditions allow safe aeromagnetic work.
Don Julio - Lodo Norte and Lodo Sur Targets
Lodo is located at the northeastern limits of the Don Julio Cluster. The Lodo Norte and Lodo Sur targets were discovered during the last quarter of 2018 following up a linear color anomaly with low-level anomalies of Pb, Ag, Mn, Ba, and Zn obtained during 2017 field campaign.
The Lodo targets are controlled by a large NW fault zone affecting Carboniferous sandstones and conglomerates, and a Permo-Triassic felsic batholith. Upper level epithermal - intermediate sulphidation style mineralization outcrops for 5,500m along the fault zone.
Lodo Norte is hosted by the Carboniferous sedimentary rocks and is defined by a 50 to 100 wide argillic zone and pervasive silicification that contains vein-controlled upper level epithermal characteristics including low temperature microcrystalline silica, barite, bladed calcite, fluorite, manganese and iron oxides, parallel veins, veinlets, breccias and stockwork.
Lodo Sur is hosted by a Permo-Triassic granite and is defined by en échelon opaline to chalcedonic veins with sigmoidal, and anastomosing geometries, and by carbonate dominated structures, all within larger argillic alteration halos. Individual vein thicknesses vary from few centimeters to 10m and extend from more than 1,500m on along strike.
Page 8
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Geochemical results from the surface sampling program are indicative of upper level epithermal systems. Based on well-known epithermal models, the potential target zone in this large structural-epithermal system is located between 200m and ~400m below the current surface. The target zone is a high-grade Au-Ag (Zn-Pb) quartz vein deposit hosted by faults. Drill permits were granted for Lodo Norte in 2019, and drill permits are expected to be granted for Lodo Sur in Q4 2020.
==> picture [468 x 188] intentionally omitted <==
Conceptual section of the Lodo North target
Don Julio - Colorado Target
The Colorado target zone is located just south of the Lodo Norte target. The style of mineralization at Colorado shows a transition from high sulphidation to intermediate sulphidation epithermal. Local lithology is composed by Carboniferous sandstone, siltstone, and shale intruded by felsic and mafic dikes of both Permian and Miocene age. The target zone extends roughly 2 km in the NW-SE direction and ~1 km in the NE-SW direction. It is characterized by strong to moderate pervasive silicification of the siliciclastic rocks cut by NNE faults, veins, dikes, and hydrothermal breccias. The veins and breccias contain fine grained semi-translucid to cloudy chalcedonic silica, kaolinite, dickite, and chlorite with fine grained pyrite, traces of arsenopyrite, and possible sulphosalts.
Geochemical results reported significant values of gold (5.37 g/t), copper (1.4%) and silver (284 g/t). Large parts of the target zone are covered by talus so implementation of the final drill plan will be assisted by ground geophysics. Drill permits were granted in December 2019.
==> picture [468 x 191] intentionally omitted <==
Conceptual section of the Colorado target
Page 9
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Don Julio - San Gabriel Target
The San Gabriel target was originally identified by ASTER multi-spectral alteration anomalies in 2017. Preliminary field reconnaissance during the 2017 field campaign identified discrete zones of quartz veining hosted mostly by a Permian-Triassic granite and in few cases by the Carboniferous sedimentary rocks.
Follow up phase 2 mapping and sampling was done during the 2018-2019 summer season defining a roughly 3 x 1.2 km E-W corridor of veins formed by two separated clusters of veins named by Sable San Gabriel Norte and San Gabriel Sur. The veins present en échelon , sigmoidal and anastomosing geometries. More than 4.5 km of outcropping veins were mapped with individual vein thickness ranging between few centimeters to 15m and 100m to 500m extensions along strike.
The textures and mineralogy of veins are characterized by low temperature microcrystalline massive to banded and colloform silica, hydrothermal breccias within some veins, some barite, bladed calcite, traces of fluorite, and moderate to intense manganese and iron oxides. The extent of the argillic halo can vary from few cm to 10’s of metres.
Results from the extensive channel and panel chip samples done during the 2018-2019 field season reported maximum values of some elements as follows. San Gabriel Sur: Au up to 7.6 ppm (selective small veinlets) and 1.5 ppm next highest value, Ag 188 ppm, Ba 4800 ppm, Cu 2450 ppm, Mn up to 25700 ppm, Pb 1.3%, Zn 11.4% (selective vein) and 2.4% next highest Zn value. For San Gabriel Norte: Au 432 ppb, Ag 20 ppm, Ba 1000 ppm, Cu 637 ppm, Mn 5070 ppm, Pb 2710 ppm, and Zn 1110 ppm.
San Gabriel represents typical features of upper level intermediate sulphidation epithermal mineralization, with potential high-grade Ag-Au (Zn-Pb-Cu) quartz vein target zones located below the current surface exposures of the epithermal system. Drill permits were granted in December 2019.
==> picture [468 x 181] intentionally omitted <==
Conceptual section of the San Gabriel target
Don Julio - La Gringa Amarillo Target
Amarillo is a target zone that has been explored by five different companies since 1998. Historical work includes >10,000m of drilling, geochemistry, and ground geophysics. Early historical exploration was planned to follow up few outcropping high-grade Au samples (including one > 1000 g/t Au) hosted by narrow veins. Later, a more systematic exploration program was carried out exploring for large volume, open-pit amenable, high sulphidation gold-copper mineralization.
Sable is the first company that recognized porphyry style mineralization and the spatial and likely genetic connection with the roots of a high sulphidation system in a zone previously explored by prior owners. The style of alteration and veining is permissive for Au-rich porphyry style mineralization, similar to the multimillion-ounce deposits in the Maricunga Gold Belt of central Chile. Final target definition work will be
Page 10
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
assisted by ground geophysics, including magnetometry and possible IP or CSAMT, which is expected to be conducted in Q4 2020.
==> picture [369 x 263] intentionally omitted <==
Conceptual section of the La Gringa target
Don Julio - Fermin Skarn Target
Near end of the 2018-2019 field season, skarn mineralization was discovered by prospecting a 1.9 km long shallow to moderately dipping calcareous unit located on the northwestern boundary of a porphyritic intrusive center. The unit is largely contact metamorphosed to marble with disseminated garnets, amphiboles, epidote, and pyroxenes with multiple sub-parallel "manto" type sulphide-rich horizons with galena, sphalerite, chalcopyrite. Skarn zones have observed thicknesses ranging from 10cm to several metres. The mineralized zone has been systematically sampled in multiple sections and results were released by the Company in Q1 2020 with the best intersection 7.26% ZnEq over 21.4m. ZnEq is calculated combining anomalous values of Zn, Pb, Ag, and Cu.
Page 11
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
==> picture [303 x 397] intentionally omitted <==
ZnEq values in different sampling sections at the Fermin skarn target
The mineralization is continuous along strike and is interpreted as the distal part of a concealed Au-Cu skarn-porphyry system to the west.
==> picture [468 x 194] intentionally omitted <==
Conceptual Section of the Fermin target
Page 12
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
El Fierro Project
During the first quarter of 2020, the Company entered into two option agreements (Agreement A and B) for a group of properties covering El Fierro Project. Both agreements comprise of 12 claims totaling 6,054 hectares. El Fierro is located 250 km NW of San Juan city and 120 km North of Sable’s Don Julio Project which is one of the best known historical mining districts in the San Juan province. El Fierro consists of two main mineralized areas: Fierro Alto and Fierro Bajo; both areas host a significant number of old mining workings where silver, lead, and zinc were intermittently mined since the late 1800’s until the 1960’s decade.
==> picture [342 x 183] intentionally omitted <==
Location of El Fierro Project
Mineralization at El Fierro consists of an undetermined number of structures with high grades of Pb, Zn, Ag. The area has not seen any modern exploration and has never been drilled.
In the second quarter 2020, the Company undertook its first field visit to the property undertaking a mapping and sampling program. Results of the program were announced by the Company on July 28[th] and August 12[th] and highlighted that assay results of the 14 samples collected returned high grades of Ag in excess of the 10,000g/t analytical detection limit, with Pb up to 6.42%, and Cu up to 1.6% at the Fierro Bajo zone and Ag up to 360 g/t, Au up to 6.2g/t, Pb in excess of the 20% detection limit and Zn in excess of the 30% analytical detection limit at Fierro Alto zone and that 11 of the 14 samples returned results greater than 100g/t Ag (see press release of July 28[th] ). The mapping and sample program also identified four discrete outcropping structures at the Fierro Bajo zone over a 2 km by 500m footprint, open along strike in both directions where samples from Veins A, B and C all returned assays over 1kg silver equivalent. The map below highlights the results of this first mapping and sampling program with details included in the Company’s press release of August 12[th] and full sample details included on the Company’s website. The Company plans on undertaking some additional sampling and geophysics to advance the project quickly to drill stage. Mapping will also continue on structures at Fierro Alto located 6 km west of Fierro Bajo to define the full extent of this strong mineralised system.
Page 13
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
==> picture [342 x 265] intentionally omitted <==
Results from mapping and sampling program at El Fierro Bajo zone
Regional Program
During the fourth quarter of 2019 and the first quarter of 2020 Sable advanced the evaluation of its regional targets in San Juan, identifying new styles of mineralization and areas that deserve follow-up. In early March 2020 field activities in Argentina were suspended due to the COVID-19 pandemic and exploration activities remain on hold in this region. The Company plans to resume the regional program in September 2020 with COVID-19 protocols being observed by the Government of San Juan. Several batches of samples from different regional targets are currently being analyzed.
Peru
Scorpius Project
Sable completed phase 2 work during the second half of 2018, including detailed surface mapping, rock sampling, and 4 km of IP geophysical surface that confirmed the quality of the exploration target. An exploration agreement for two years has been reached with the community of Huancasancos and only minor details need to be completed for the Company to be able to initiate drilling at the property. In early March 2020, all activities were suspended in Peru due to the mandatory lockdown measures introduced by the Peruvian government relating to the COVID-19 pandemic. The Company has not resumed activities at the Scorpius Project due to COVID-19 impact concerns in the nearby community of Huancasancos.
Selected Financial Information
Current assets at June 30, 2020 were $2,571,634 versus $5,019,249 at December 31, 2019. The difference is primarily the result of cash spend related to exploration and general and administrative expenses. Sources and uses of capital to conduct the Company’s primary business, being mineral exploration, will vary depending on the schedule of underlying work and the corresponding source of capital.
Current liabilities at June 30, 2020 were $242,100 versus $727,637 at December 31, 2019. The change in the period is due to the decrease in payables and accruals resulting from the timing differences in
Page 14
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
completing its exploration projects and less activity due to COVID-19 measures that were in place in the Company’s project areas from March through June.
Discussion of Operations
For the three month periods ended June 30, 2020 and 2019:
Net loss for the three month period ended June 30, 2020 was $628,196 compared with net income of $2,984,513 for the three month period ended June 30, 2019. Changes period over period are attributable to the one-time gain recognized on the sale of the BC Properties[1] of $4,271,370, and a unrealized loss on assets held for distribution of $150,000. The removal of these one-time items would have resulted in a net loss of $1,136,857 for the six month period ended June 30, 2019.
Comparing the periods without the one-time gain relating to the sale of the BC Properties, the variances between the two periods include:
-
Exploration expenditures decreased from $609,167 for the period ended June 30, 2019 to $401,186 for the period ended June 30, 2020. The decrease is primarily due to reduced exploration activity at the Margarita project.
-
General and administration expenses decreased from $281,331 for the period ended June 30, 2019 to $198,587 for the period ended June 30, 2020. The decrease is due to professional fees incurred relating to the sale of the BC properties to Talisker Resources Ltd. (“Talisker”) during the period ended June 30, 2019.
-
Share based payments decreased from $232,400 for the period ended June 30, 2019 to $60,750 for the period ended June 30, 2020. The decrease is based on the lower number of options issued and their related valuation.
For the six month periods ended June 30, 2020 and 2019:
Net loss for the six month period ended June 30, 2020 was $1,963,185 compared with net income of $1,278,566 for the six month period ended June 30, 2019. Changes period over period are attributable to the one-time gain recognized on the disposal of the BC Properties of $4,271,370, and a unrealized loss on assets held for distribution of $150,000. The removal of these one-time items would have resulted in a net loss of $2,842,804 for the six month period ended June 30, 2019.
Comparing the periods without the one-time gain relating to the sale of the BC Properties, the variances between the two periods include:
-
Exploration expenditures decreased from $2,024,019 for the period ended June 30, 2019 to $1,378,852 for the period ended June 30, 2020. The decrease is primarily due to reduced exploration activity at the Margarita project, offset partially by the increase in exploration activity at Vinata.
-
Share based payments decreased from $269,750 for the period ended June 30, 2019 to $130,450 for the period ended June 30, 2020. The decrease is based on the lower number of options issued and their related valuation.
1 On January 29, 2019, the Company entered into a purchase and sale agreement Talisker Resources Ltd. for the sale of its former BC Properties including the Baker Gold/Silver Project; the Shasta Mine and Baker mill infrastructure and equipment; the Chappelle (Baker and Multinational Mines) Property; the Mets Lease and the Bot Property, located in the Toodoggone region of British Columbia; and the Tulox Property, the WCGG Properties, and the Spences Bridge Regional Program, located in south-central British Columbia. Completion of the purchase and sale agreement occurred on April 18, 2019.
Page 15
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Exploration Expenditures
| Exploration Expenditures | ||||||
|---|---|---|---|---|---|---|
| Exploration expenditures by type | Three months | ended | June 30, | Six months ended June 30, | ||
| 2020 | 2019 | 2020 | 2019 | |||
| Exploration expenditures | ||||||
| Employee compensation | $ 79,550 | $ |
26,606 |
$ 99,550 | $ | 26,606 |
| Travel | 22,550 | 44,165 | 152,998 | 146,696 | ||
| Labour and technical fees | 181,715 | 295,505 | 686,044 | 954,184 | ||
| Drilling | - | 99,826 | 29,322 | 400,768 | ||
| Maintenance | - | 1,298 | 4,316 | 6,258 | ||
| Fuels and lubes | 689 | 3,521 | 23,862 | 28,588 | ||
| Freight | - | 27,120 | - | 56,673 | ||
| Operating supplies | 33,072 | 1,047 | 76,980 | 1,047 | ||
| Lease and rentals | 6,087 | 24,322 | 47,419 | 139,779 | ||
| Office and general and administrative | 59,094 | 47,263 | 160,267 | 129,915 | ||
| Insurance, bank fees and taxes (non-income) | 18,429 | 44,691 | 98,094 | 196,138 | ||
| Less amounts from discontinued operations (note 4) | - | (6,197) | - | (62,633) | ||
| Total exploration expenditures | $ 401,186 | $ |
609,167 | $ 1,378,852 | $ | 2,024,019 |
| Exploration expenses by project | Three months ended June 30, | Three months ended June 30, | Three months ended June 30, | Six months ended June 30, | Six months ended June 30, | Six months ended June 30, | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||
| Exploration expenses | |||||||
| Baker | $ | - |
$ | - |
$ | -$ | 3,265 |
| Blue Jay | - |
- | - | 1,500 | |||
| Bot | - | 2,000 | - | 3,500 | |||
| Don Julio | 248,427 | 265,136 | 946,079 | 1,015,153 | |||
| Margarita | - | 282,522 | 1,490 | 887,728 | |||
| Mexico Regional | 48,035 |
- | 74,884 | - | |||
| Sauchi Creek | - | 1,000 | - | 2,500 | |||
| Kirio | 23,727 | - | 23,727 | - | |||
| Scorpius | 27,860 | 27,798 | 55,120 | 73,300 | |||
| Tulameen South | - | - | - | 2,000 | |||
| Tulox | - |
3,197 | - | 49,868 | |||
| Vinata | 37,430 |
33,711 | 246,788 | 47,838 | |||
| El Fierro | 15,707 | - | 30,764 | - | |||
| Less amounts from discontinued operations (note 4) | - |
(6,197) | - | (62,633) | |||
| Total exploration | $ | 401,186 | $ | 609,167 | $ | 1,378,852$ | 2,024,019 |
Property Maintenance Expenditures
| Property Maintenance Expenditures | ||||||
|---|---|---|---|---|---|---|
| Three months ended June 30, | Six months ended June 30, | |||||
| 2020 | 2019 | 2020 2019 |
||||
| Property Maintenance | ||||||
| Employee related | $ | - |
$ | - |
$ | -$ 392 |
| Contractors | - | - | 14,57711,500 | |||
| Office and general and administrative | - | 596 | -5,229 | |||
| Less amounts from discontinued operations (note 4) | - | (596) | (14,577) (17,121) | |||
| Totalproperty maintenance | $ | - | $ | - | $ | -$ - |
Property maintenance expenditures are related to the Baker Project, where the Company engaged various consultants to bring environmental and tailing facility compliance requirements towards good standing. Once completed, the Company will be able to complete the transfer of the mining permits for the Baker Project to Talisker, in accordance with the sale transaction that was finalized on April 18, 2019.
Page 16
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Summary of Quarterly Results
The following table sets forth selected quarterly financial information for each of the last eight quarters with the figures for each quarter on a cumulative year-to-date.
| Net Income | |||
|---|---|---|---|
| Net Income | (Loss) per | ||
| Quarter Ending | Revenue $ | (Loss) $ | share $ |
| June 30, 2020 | nil | (628,196) | (0.01) |
| March 31, 2020 | nil | (1,334,989) | (0.01) |
| December 31, 2019 | nil | (1,844,750) | (0.01) |
| September 30, 2019 | nil | 4,314,504 | 0.03 |
| June 30, 2019 | nil | 2,984,484 | 0.02 |
| March 31, 2019 | nil | (1,705,947) | (0.01) |
| December 31, 2018 | nil | (4,251,921) | (0.05) |
| September 30, 2018 | nil | (1,394,532) | (0.01) |
| June 30, 2018 | nil | (959,473) | (0.01) |
Net income (loss) has fluctuated over the past eight quarters. The Company incurred a significant net loss in the fourth quarter of 2018 with higher than normal exploration costs relating to the 3,101m drill program conducted at Don Julio. The Company incurred a net income in the second and third quarter of 2019 due to a gain realized on the disposal of the BC properties and a gain on the sale of a 1% NSR to Osisko Gold Royalties, respectively. The net loss incurred during the second quarter of 2020 was significantly lower due to on the reduction of exploration costs in response to the COVID-19 pandemic.
Liquidity and Capital Resources
As at June 30, 2020 the Company had a cash and cash equivalents position of $2,442,537 and working capital of $2,329,534. The decrease in cash is related to exploration and general and administrative expenses.
The Company has no known mineral resources and is not in commercial production on any of its properties and accordingly, the Company does not generate cash from operations. The Company finances exploration activities by raising capital from equity markets, the sale of mineral properties and the sale of royalties from time to time. The Company’s liquidity and capital resources are as follows:
The Company's capital management objectives are to raise the necessary funds for its exploration projects and to manage these funds to best optimize its exploration and mining programs in the interests of its shareholders and other stakeholders at an acceptable risk.
In the management of capital, the Company includes shareholders' equity and cash and cash equivalents in the definition of capital.
The Company manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may raise additional equity funds and acquire new exploration properties as circumstances dictate.
Outstanding Share Data
Issued Capital
The Company’s authorized share capital consists of an unlimited number of common shares. As at June 30, 2020 an aggregate of 162,241,897 common shares were issued and outstanding and as at the date hereof.
Page 17
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Stock Options
The Company had 14,400,000 options at June 30, 2020 and as at the date hereof.
Share Purchase Warrants
The Company had 20,618,617 warrants outstanding as of June 30, 2020 and as at the date hereof.
Off-Balance Sheet Transactions
The Company did not have any off-balance sheet arrangements as at June 30, 2020 or as of the date of this MD&A.
Related Party Transactions
The following is a summary of the Company’s related party transactions during the period ended June 30, 2020 and 2019:
-
The Company incurred exploration costs in the amount of $32,864 (June 30, 2019 - $51,437) paid to Talisker Exploration Services Ltd., a company with shared directors and officers. Included in payables and accruals at June 30, 2020 are $2,845 (December 31, 2019 - $3,781).
-
The Company was remunerated for shared exploration and general and administrative costs of $39,480 (June 30, 2020 - $nil) by Talisker with shared directors and officers, for expenses relating to the Baker Project and shared administrative costs. Included in receivables at June 30, 2020 are $10,523 (December 31, 2019 - $36,007).
-
As of June 30, 2020, the Company has an indemnification agreement for a reclamation obligation relating to the Baker Project with Talisker, a company that shares directors and officers. The estimated liability is $846,566 (December 31, 2019 - $846,566). Subsequent to the period, Talisker entered into a purchase and sale agreement with TDG Gold Inc., whereby TDG Gold will acquire the Baker Project along with certain other mineral properties from Talisker, and will assume the reclamation obligations of both Talisker and Sable.
Compensation of key management personnel of the Company
In accordance with IAS 24, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.
The remuneration of directors and key executives is determined by the compensation committee.
The remuneration of directors and other members of key management personnel during the three and six month periods ended June 30, 2020 and 2019 were as follows:
| Three months ended June 30, | Three months ended June 30, | Six months ended | Six months ended | June 30, | ||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Short | term employee benefits | $ | 95,251 |
138,000 | $ | 337,585 |
$ | 297,000 |
| Share | based payments | 60,750 | 203,350 | 99,700 | 240,700 | |||
| $ | 156,001 | 341,350 | $ | 437,285 | $ | 537,700 |
As at June 30, 2020, an amount of $12,775 (December 31, 2019 - $60,131) due to key management personnel, was included in accounts payable and accrued liabilities. This amount is unsecured, non-interest bearing and without fixed terms of repayment.
Transactions with related parties are recorded at fair value.
Page 18
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Commitments
The Company entered into a shared lease agreement for its Toronto office premises for corporate and technical purposes for a total term of six and a half years. This lease obligation has been recorded in accordance with IFRS 16. Future minimum lease payments are as follows:
| More than 5 | More than 5 | ||||||
|---|---|---|---|---|---|---|---|
| 1 year | 2-3 years | 4-5 Years | years | ||||
| Lease obligation | $ | 30,976 |
$ | 97,395 $ | 43,535 | $ | - |
The Company has agreed to indemnify Talisker for any reclamation costs incurred relating to the Baker Shasta property above $311,266, which costs are estimated to be $846,566.
Critical Accounting Estimates, Judgements and Uncertainties
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on the historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Critical Accounting Estimates and Assumptions
Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year.
Share-based Payments
The Company applies the Black-Scholes pricing model to estimate the fair value of stock options granted and warrants issued, which is expensed to the statement of loss and comprehensive loss over each option award’s vesting period. Under this model, the Company must estimate the term, volatility, the forfeiture rate of options granted, and warrants issued. Changes in these input assumptions can significantly affect the fair value estimate.
Critical Accounting Judgments
Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.
Functional Currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which each operates. The Company has determined that its functional currency is the Canadian dollar. The determination of functional currency may require certain judgements to determine the primary economic environment. The Company reconsiders the functional currency used when there is a change in events and conditions which determined the primary economic environment.
Determination of Cash Generating Unit (CGU)
In determining a CGU, management had to examine the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other assets or groups of assets. The Company has determined that each important geographic location of its mineral interest qualifies as a CGU. Each of these assets generates or will have the ability to generate cash inflows that are independent of the other assets and therefore qualifies as an individual asset for impairment testing purposes.
Page 19
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Amortization Rates
The application of determining the useful lives of equipment are estimates by management based on assumptions about future events. Estimates and assumption made may change if new information becomes available. New information may become available during the use of the equipment that causes the Company to adjust its estimate.
Title to Mineral Property Interests
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Impairment of Non-financial Assets
The Company reviews and evaluates tangible and intangible assets, including mineral property interests, for indications of impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable or at least at the end of each reporting period. An impairment test is conducted if an indication of impairment is found to exist.
Income Taxes
The Company recognizes deferred tax assets relating to tax losses carried forward only to the extend there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.
Recoverability of Value-Added Tax Receivables
The Company reviews and evaluates assumptions regarding the recoverability of value-added tax (“VAT”) receivables in Mexico at the end of each reporting period considering the relevant facts and circumstances, including past collectability and the general economic environment of the country to determine if a provision for the VAT receivable is required. As the amount receivable depends on performance by the government in Mexico and on the Mexican properties moving into commercial production, the timing and amount of collection for the VAT receivables may be materially different from the amount recorded in the consolidated financial statements.
Changes in Accounting Policies
IAS 1 & 8, Definition of Material
The amendment clarifies the definition of material to make it easier to understand and provides guidance on how the definition should be applied. The change in the definition now ensures that the definition is consistent across all IFRS standards and the Conceptual Framework.
-
Old definition (IAS 1): Omissions or misstatements of items are material if they could, individually or collectively, influence the economic decisions that users make on the basis of the financial statements.
-
New definition: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.
The definition of material omissions or misstatements from IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been removed.
Page 20
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
IAS 1 & 8 was effective for annual periods beginning on or after January 1, 2020. The adoption of IAS 1 & 8 amendments did not have a material impact on the condensed interim consolidated financial statements.
IFRS 3, Business Combinations
Amendment to IFRS 3 clarifies whether entities acquire a business or a group of assets. The amendments:
-
confirm that a business must include inputs and a process, and clarified that:
othe process must be substantive; andothe inputs and process must together significantly contribute to creating outputs. -
narrow the definitions of a business by focusing the definition of outputs on goods and services provided to customers and other income from ordinary activities, rather than on providing dividends or other economic benefits directly to investors or lowering costs; and
-
add a test that makes it easier to conclude that a company has acquired a group of assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets.
IFRS 3 was effective for annual periods beginning on or after January 1, 2020. The adoption of IFRS 3 amendment did not have a material impact on the consolidated financial statements.
There are no additional standards not yet effective that would have an impact on the interim consolidated financial statements.
Financial Instruments and Other Instruments
The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk. As of the date hereof, the Company’s investment in resource properties has full exposure to commodity risk, both upside and downside. As commodity price moves so too does the underlying value of the Company’s gold projects.
An impairment loss is recognized when the carrying amount of an asset, or its cash generating unit ("CGU"), exceeds its recoverable amount. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognized in profit and loss for the period. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.
Risks Factors
There are many risk factors facing companies involved in the mineral exploration industry. Risk management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all the risks inherent to the industry, the Company strives to manage these risks, to the greatest extent possible. The following risks are most applicable to the Company but may not be the only risks faced by the Company. Risks and uncertainties not presently known by the Company or which are presently considered immaterial may also adversely affect the Company’s business, projections, results of operations and/or conditions (financial or otherwise).
Page 21
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Industry and Mineral Exploration Risk
Mineral exploration is highly speculative in nature, involves many risks and frequently is non-productive. There is no assurance that the Company’s exploration efforts will be successful. At present, the Company’s projects do not contain any proven or probable reserves. Success in establishing reserves is a result of a number of factors, including the quality of the project itself. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Because of these uncertainties, no assurance can be given that planned exploration programs will result in the establishment of mineral resources or reserves.
The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond the Company’s control.
The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.
The Company may be subject to risks which could not reasonably be predicted in advance. Events such as labour disputes, environmental issues, natural disasters or estimation errors are prime examples of industry related risks. The Company attempts to balance this risk through ongoing risk assessments conducted by its technical team.
Geopolitical Risk
The Company may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploitation and production, price controls, export controls, currency availability, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organizations, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on mineral exports, increased financing costs, and site safety. In addition, legislative enactments may be delayed or announced without being enacted and future political action that may adversely affect the Company cannot be predicted. Any changes in regulations or shifts in political attitudes that may result, among other things, in significant changes to mining laws or any other national legal body of regulations or policies are beyond the control of the Company and may adversely affect its business
Sources of Funds Risk
The only sources of funds presently available to the Company the sale of equity/debt capital, and the offering by the Company of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that such sources will continue to be available, in the short term or at all. Failure to obtain additional financing on a timely basis could cause the Company to reduce or terminate its proposed operations and the loss of some or all of the value of an investment in the securities.
Operating Hazards Risks
Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to persons or property and possible environmental damage. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides, weather conditions and
Page 22
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in extraction operations and the conduct of exploration programs. The Company’s exploration activities will be subject to the availability of third-party contractors and equipment. There are also physical risks to the exploration personnel.
The Company maintains insurance for amounts which it considers adequate, however, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.
Pandemic Diseases
The Company’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases. These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Company’s exploration operations to operate as intended due to shortage of skilled employees, shortages in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, the declines in the price of precious metals, capital market volatility, or other unknown but potentially significant impacts. Given the fact that the Company’s properties are located in Argentina, Peru and Mexico, there are potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infection disease outbreak. As such, both catastrophic outbreaks as well as regional and local outbreaks can have a significant impact on the Company’s operations. The Company may not be able to accurately predict the quantum of such risks. In addition, the Company’s own operations are exposed to infection disease risks noted above and as such the Company’s operations may be adversely affected by such infection disease risks. Accordingly, any outbreak or threat of an outbreak of a virus or other contagions or epidemic disease could have a material adverse effect on the Company, its business, results from operations and financial condition.
COVID-19
The Company highlights that it continues to face risks related to COVID-19, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions.
In December 2019, a novel strain of the coronavirus emerged in China and the virus has now spread globally resulting in a global pandemic with over 822,000 confirmed deaths and more than 24 million confirmed cases of COVID-19 as of the date of this MD&A according to the World Health Organization. The extent to which COVID-19 will continue to impact the Company's business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company's business including without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, restrictions to its drill program and/or the timing to process drill and other metallurgical testing, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of operations.
Commodity Price Risk
The Company is subject to commodity price risk for the sale of gold and silver. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company's control such as the sale or purchase of commodities by various central banks, financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, international supply and
Page 23
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
demand, speculative activities and increased production due to new mine developments, improved mining and production methods and international economic and political trends. The Company's revenues, if any, are expected to be in large part derived from the extraction of mineral products. As such, the effect of these factors on the price in future product sales, and therefore the economic viability of any of the Company's exploration projects, cannot accurately be predicted.
Currency Risk
Foreign currency risk is the risk that the fair value of the Company’s financial assets and liabilities will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk with respect to cash balances and transactions as a portion of these amounts are denominated in US dollars. The Company has not entered into any foreign currency contracts to mitigate this risk.
Environmental Risk
Exploration projects or operations are subject to the environmental laws and applicable regulations of the jurisdiction in which the Company operates. Environmental standards continue to evolve, and the current trend is moving toward a longer, more complete and rigid process. The Company reviews environmental matters on an ongoing basis. When appropriate, the Company will make appropriate provisions in its financial statements for any potential environmental liability. However, there is no assurance that existing or future environmental regulation will not materially adversely affect the Company’s business, financial condition and results of operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations, including the Company, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.
Permits and Licenses Risks
The operations of the Company will require licenses and permits from various governmental authorities. The Company believes it will be able to obtain in the future all necessary licenses and permits to carry on the activities which it intends to conduct and intends to comply in all material respects with the terms of such licenses and permits. There can be no guarantee, however, that the Company will be able to obtain and maintain, at all times, all licenses and permits required to undertake its proposed exploration or to place its properties into commercial production and to operate mining facilities if its exploration programs are successful. Amendments to current laws and regulations governing the operating and activities of the Company and the more stringent implementation thereof could have a substantial adverse impact on the business, financial condition and the results of operations of the Company. Obtaining necessary permits, leases and licenses can be a complex, time consuming process and the Company cannot be certain that it will be able to obtain necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits, leases and licenses and complying with these permits and applicable laws and regulations could stop, delay or restrict the Company from proceeding with the development of an exploration project or the development and operation of a mine. Any failure to comply with applicable laws and regulations or permits could result in interruption or closure of exploration, development or mining operations, or fines, penalties or other liabilities. The Company could also lose its licenses or permits under the terms of its existing agreements.
Page 24
SABLE RESOURCES LTD. Management’s Discussion and Analysis For the period ended June 30, 2020
Title Matters Risk
While the Company has followed and intends to follow standard industry accepted due diligence procedures with respect to title for any mineral claims in which it has or will acquire a material interest, there is no guarantee that title to such properties will not be challenged or impugned. There is no guarantee of title to any of the Company’s properties. The Company’s properties may be subject to prior unregistered agreements or transfers or aboriginal land claims. Surveys have not been carried out on the Company’s mineral properties, and their boundaries and areas could be in doubt. In addition, claims have been made and new claims are being made in Canada by aboriginal peoples that call into question the title to properties. Until competing interest in the mineral land have been determined, the Company can give no assurance as to the validity of title of the Company to those lands or the size of such mineral lands.
Competition and Marketability Risks
The resource industry is intensely competitive in all its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. Competition could adversely affect the Company’s ability to acquire suitable properties for exploration in the future.
Key Management Risk
The success of the Company’s future business is largely dependent on a relatively small number of key members of management. The loss of any key member could be detrimental if a suitable replacement could not be found at a comparable compensation level.
Internal Controls over Financial Reporting and Disclosure
Disclosure controls and procedures (“DC&P”) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (“ICFR”) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with Canadian generally accepted accounting principles.
TSXV listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in National Instrument 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in Multinational Instrument 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Additional information on the Company can be found on the Company’s website at www.sableresources.com or at SEDAR at www.sedar.com.
Page 25